FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bazzano Dara

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/17/2017 

3. Issuer Name and Ticker or Trading Symbol

GAP INC [GPS]

(Last)        (First)        (Middle)

TWO FOLSOM ST

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP & Chief Accting Ofcr /

(Street)

SAN FRANCISCO, CA 94105-1205       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2866   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)     (1) 3/13/2027   Common Stock   6000   $23.54   D    
Non-Qualified Stock Option (right to buy)     (2) 3/14/2026   Common Stock   4800   $30.18   D    
Non-Qualified Stock Option (right to buy)     (3) 3/16/2025   Common Stock   3100   $41.27   D    
Non-Qualified Stock Option (right to buy)     (4) 3/17/2024   Common Stock   3100   $42.2   D    
Non-Qualified Stock Option (right to buy)     (5) 8/20/2023   Common Stock   3200   $43.31   D    
Restricted Stock Unit   (6)   (7)   (8) Common Stock   20975   $0.0   D    

Explanation of Responses:
(1)  On March 13, 2017, the reporting person was granted an option to purchase a total of 6,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(2)  On March 14, 2016, the reporting person was granted an option to purchase a total of 4,800 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(3)  On March 16, 2015, the reporting person was granted an option to purchase a total of 3,100 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(4)  On March 17, 2014, the reporting person was granted an option to purchase a total of 3,100 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(5)  On August 20, 2013, the reporting person was granted an option to purchase a total of 3,200 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(6)  Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(7)  Represents eight grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 800 shares vest on August 20, 2017; 1,750 shares vest on November 12, 2017; 1,500 shares vest on March 13, 2018; 2,950 shares vest on March 14, 2018; 2,025 shares vest on March 16, 2018; 775 shares vest on March 17, 2018; 1,750 shares vest on November 12, 2018; 1,500 shares vest on March 13, 2019; 2,950 shares vest on March 14, 2019; 775 shares vest on March 16, 2019; 1,500 shares vest on March 13, 2020, 1,200 shares vest on March 14, 2020 and 1,500 shares vest on March 13, 2021.
(8)  Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bazzano Dara
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205


VP & Chief Accting Ofcr

Signatures
By: Marie Ma, Power of Attorney For: Dara Bazzano 5/24/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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